Beyond Meat Inc.
09/18/2025 | Press release | Distributed by Public on 09/18/2025 14:21
Financial Obligation, Private Placement (Form 8-K)
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
As previously announced, on May 7, 2025, Beyond Meat, Inc. (the "Company") entered into a Loan and Security Agreement (the "Loan and Security Agreement"), among the Company, as the borrower, Unprocessed Foods, LLC, an affiliate of the Ahimsa Foundation, as lender ("Unprocessed Foods"), the other lenders party thereto from time to time (together with Unprocessed Foods, the "Lenders"), and certain of the Company's subsidiaries party thereto from time to time, as guarantors (the "Guarantors"), pursuant to which, among other things, the Lenders agreed to provide the Company a senior secured delayed-draw term loan facility (the "Delayed Draw Term Loan Facility" and the loans thereunder, the "Delayed Draw Term Loans") in an aggregate principal amount of up to $100.0 million. For additional terms of the Loan and Security Agreement, please see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 7, 2025.
As previously announced, on June 26, 2025, at the Company's request, Unprocessed Foods, as the sole Lender at such time, made a Delayed Draw Term Loan to the Company in the principal amount of $40.0 million.
On September 18, 2025, at the Company's request, Unprocessed Foods, as the sole Lender at such time, made a second Delayed Draw Term Loan to the Company in the principal amount of $60.0 million. The Company plans to use the proceeds of such Delayed Draw Term Loan for general corporate purposes of the Company and the Guarantors.
The Delayed Draw Term Loans will mature on February 7, 2030 (the "Initial Maturity Date"), which date may be extended by the Company, with the relevant Lenders' consent, with respect to all or any portion of any Delayed Draw Term Loan to a date which is not later than May 7, 2035. The Delayed Draw Term Loans will accrue interest at a rate per annum of 12.0%, provided that if the maturity date of any Delayed Draw Term Loan has been extended after the Initial Maturity Date in accordance with the terms of the Loan and Security Agreement, then such rate per annum will be 17.5% after the Initial Maturity Date. Accrued but unpaid interest on the Delayed Draw Term Loans is payable "in kind" by adding the amount of such accrued interest to the principal amount of the outstanding Delayed Draw Term Loans.
Item 3.02 Unregistered Sales of Equity Securities.
As previously announced, on May 7, 2025, in connection with the entry into the Loan and Security Agreement, the Company and the Lenders entered into a warrant agreement (the "Warrant Agreement") setting forth the rights and obligations of the Company and the Lenders as holders (in such capacity, the "Holders") in connection with warrants (the "Warrants") representing such Holders' right to purchase up to, in the aggregate, 9,558,635 shares of common stock, par value $0.0001 per share ("Common Stock"), of the Company (the "Maximum Warrant Share Amount") at an exercise price that was determined to be $3.26 per share based on the terms of the Warrant Agreement. For additional terms of the Warrant Agreement, please see the Company's Current Report on Form 8-K filed with the SEC on May 7, 2025.
The Loan and Security Agreement provides that, as a condition precedent to the Lenders making any Delayed Draw Term Loans to the Company, the Company will register an electronic book entry in the name
of each Lender which represents, and per the terms of the Warrant Agreement shall be deemed to be an issuance to each Lender of, Warrants representing the pro rata portion of the Maximum Warrant Share Amount based on the amount of Delayed Draw Term Loans provided by such Lender on the date thereof.
As a result, on June 26, 2025 and September 18, 2025, in connection with the making of the Delayed Draw Term Loans discussed in Item 2.03 above, the Company issued to Unprocessed Foods Warrants to purchase 3,823,454 shares of Common Stock and Warrants to purchase 5,735,181 shares of Common Stock, respectively.
Such Warrants to purchase shares of Common Stock were issued in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act.
The Company also agreed in the Warrant Agreement to provide certain customary registration rights with respect to the resale of shares of Common Stock underlying the Warrants from time to time and intends to file a registration statement relating to such resale with respect to the above-mentioned Warrants issued to Unprocessed Foods, subject to the registration rights provisions of the Warrant Agreement.
Item 8.01 Other Events.
Arbitration with Former Co-Manufacturer
In March 2024, a former co-manufacturer ("Manufacturer") brought an action against the Company in a confidential arbitration proceeding. The Company had entered into an agreement with the Manufacturer, under which the Manufacturer was responsible for producing products on behalf of the Company. The Company terminated the agreement in November 2023 due to the Manufacturer's failure to produce food in compliance with applicable laws, as required by the agreement. The Manufacturer alleges that the Company terminated the agreement without a contractual basis to do so and that it is owed past and future payments under the agreement. The Manufacturer claims total damages of at least $73.0 million. The Company intends to vigorously defend against these claims. In October 2024, the Company filed amended counterclaims against the Manufacturer for breach of contract, breach of the duty of good faith and fair dealing, fraudulent inducement, false promise, concealment, intentional misrepresentation, and negligent misrepresentation. The Company intends to vigorously prosecute the claims asserted against the Manufacturer.
On September 15, 2025, the arbitrator issued an interim award (the "Interim Award") and found that the Company had a valid basis to terminate the agreement with the Manufacturer. The details of the Interim Award are confidential, and a final arbitration award has not been issued. Additional proceedings will be held to determine the award of attorneys' fees, prejudgment interest, and costs, if any, before a final arbitration award will be issued.
Beyond Meat Inc. published this content on September 18, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 18, 2025 at 20:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]